Qwalify Inc. ("Qwalify," “We,” "Us" or "Our") provides services broadly related to managing and sourcing new job seekers and assessing attributes of both employers and job seekers to identify attributes that provide for a better match between the two (the "Services") through the Qwalify website, located at http://www.Qwalify.com (the "Site"). Although Qwalify does not currently have a parent company, any subsidiaries, joint ventures or other companies under a common control (collectively, “Affiliates”), We may in the future. Therefore, Qwalify refers to all such Affiliates.
If You sign up for additional features and services that are governed by additional terms and conditions, We will inform You accordingly when You sign up for these additional features and services. Unless the additional terms explicitly stipulate the contrary, they are hereby incorporated into this Agreement by reference.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OR PARTS THEREOF. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement was last updated on January 31, 2012 and is effective between You and Qwalify as of the date You accept this Agreement.
“Account” means having access to the system by submitting Account Information to register to become a User.
“Account Information” and “Information” means providing Us with certain information, including but not limited to, Your name, a password, and other biographical information to create a Qwalify Account. It refers collectively to both Personal Information and Anonymous Information.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Aggregate Information” means using Your information in a minimum sample size of 10 for the purpose of research or improving the Services.
"Anonymous Information" means information that is not personal by definition of Personal Information. This includes uploaded documents and any other information provided through the course of using the Services.
“Content” means any work of authorship or information, including reports, comments, opinions, postings, messages, text, files, images, photos, works of authorship, e-mail, Account Information, or other materials.
“Order Form” means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.
“Personal Information” means information found on Your Qwalify profile that is personally identifiable, including but not limited to, names, street addresses, e-mail addresses, and phone numbers.
“Purchased Services” means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Qwalify Content” means Content provided by Us or Our licensors.
“Services” means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at http://www.Qwalify.com and/or other web pages designated by Us, including associated offline components. “Services” exclude Non-Qwalify.com Applications.
“Site” means the Qwalify website, whose home page is located at http://www.Qwalify.com.
“Users” means a person who interacts with the system and who accesses the system by logging on with a user name and password, and then keys in information.
“We,” “Us” or “Our” means the Qwalify.com and its Affiliates.
“You” or “Your” means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means all electronic data or information submitted by You to either the Purchased Services or Free Trial.
In order to use all of the Services of Qwalify (and to become a User), You will be asked to provide Us with Account Information in order to create a Qwalify Account on the Site.
2.2 Password. When You sign up to become a User, You will also be asked to choose a password for Your Account. You are entirely responsible for maintaining the confidentiality of Your password, and You may not transfer Your password or Account to any other person. You agree not to use the Account or password of another User at any time. You agree to notify Us immediately if You suspect any unauthorized use of Your Account or access to Your password. Qwalify reserves the right to require You to alter Your password if Qwalify believes Your password is no longer secure. You are solely liable for any and all use of Your Account.
2.3 Account Ownership. You own Your Account Information. As a User, You agree to provide certain rights to Qwalify and Third Parties You authorize to use Your Account Information in order to provide the Services and improve the Services. You also give permission to Qwalify to access, gather and use Your Account Information, including all data and information related thereto, including but not limited to, statistical information by logging IP addresses, browser type, operating system, referring/exit page, and date/time stamp for various purposes, including but not limited to, research, advertising, product development, user experience testing, due diligence and database validation. All Account Information and Your Content (as defined in Section 6.2 below) is accessed in aggregate form (“Aggregate Information”) by Qwalify.
If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM A PREMIUM PLAN TO A FREE PLAN); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review Our “How to Qwalify” page online during the trial period so You become familiar with the features and functions of the Services before You make Your purchase.
Without limiting the generality of the foregoing, if a Free Account is inactive for ninety (90) days, then Qwalify may delete any or all of Your files without providing additional notice.
4.1 Term of Agreement. This Agreement shall remain in full force and effect (a) while You are using and/or accessing the Services, and (b) for the duration of Your subscription, if You are a User. This Agreement commences on the date You accept it and will continue in effect until all User subscriptions granted in accordance with this Agreement have expired or been terminated, unless specifically terminated earlier by Qwalify or You. You may terminate this Agreement by deleting Your Account in accordance with Section 4.3 below. Upon the termination of this Agreement, You will stop using the Site and Services. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
4.2 Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase, in which case the pricing increase shall be effective upon renewal and thereafter.
4.4 Research Copy. You understand and agree that, when You close Your account and terminate your subscription (as per Section 4.3) and the 30 days expire, Your Account will be deleted and inaccessible, and We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. Before this occurs however, Qwalify will retain a copy of Your Content for research purposes. Excluded from this research copy are Your first name, last name, phone numbers, street address and e-mail address as they are collected from Your Account Information (specifically, Your profile). A copy of all other information, including but not limited to, assessment results, work experience, and any uploaded documents will be retained. This copy will only be used to improve the Services and facilitate research. You understand that some Content retained in this copy may contain personal information (e.g.: Your name on a résumé), but consent to Qwalify retaining this copy with the understanding that Qwalify will only access such information in aggregate form (i.e. through sample sizes of a minimum of 10 similar pieces of information). This ensures that You cannot be personally identified.
4.5 New Qwalify Account. Unless Qwalify has unilaterally terminated Your Account, You can start a new subscription by providing Your Account Information as required. We may terminate Your subscription for any or no reason at any time by ceasing to provide the Services to You. You understand that termination of this Agreement and the Account You have created with Us may involve deletion of Your Account Information from Our live databases. We will not have any liability whatsoever to You for any termination of Your Account or related deletion of Your information.
5.1 Qualify Content and Services - Ownership and Restrictions. You acknowledge that all intellectual property rights in the Qwalify Content and Services (excluding any Content provided by Users) are owned by Qwalify, or Qwalify 's licensors and is protected by applicable intellectual property and other laws, including but not limited to copyright, trade-mark, patent, confidential information and trade secret, and You will not use such proprietary information or materials in any way except for use of the Services in compliance with the terms of this Agreement. In particular, You agree not to: (a) copy, reproduce, alter, adapt, aggregate, modify, publish, translate, deface, transmit, distribute, publicly perform or display, sell, decompile, disassemble, reverse engineer, or create derivative works from any aspect of the Services or the Qwalify Content; and (b) rent, lease, loan, or sell access to the Services without prior written consent from Qwalify. Provided You are a User and subject to the terms and conditions of this Agreement, We hereby grant You a limited, revocable, non-sublicensable license under the intellectual property rights licensable by Us to download, view and print Qwalify Content from the Services solely for Your personal, non-commercial use in connection with using the Services.
5.2 Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
5.3 Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. The Services provide real-time information to enable You to monitor Your compliance with such limitations.
You are solely responsible for any and all Content that is posted through Your Account on the Services and for Your interactions with other Users. You hereby represent and warrant, now and in the future, that You own or otherwise control all necessary rights to use the Content, and Your grant of a license to Qwalify in such Content, in accordance with Sections 2.3 and 5 above, and its use in connection with the Services, does not and will not violate third party rights of any kind, including without limitation any intellectual property rights, or rights of publicity and privacy.
6.1 Prohibited Content. You agree that You will not post any Prohibited Content or use any Prohibited Content in connection with the Services. "Prohibited Content" is Content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or is pornographic or sexually explicit in nature; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing, or "spamming,"; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, copies, performs or distributes an illegal or unauthorized copy of another person's work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) except as expressly approved by Us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (x) contains viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or similar software; or (xi) otherwise violates the terms of this Agreement or creates liability for Us.
6.2 Representations Regarding Your Content. You represent and warrant that: (a) You own the Content posted by You on the Service or otherwise have the right to grant the license set forth in this Agreement, (b) Your Content does not violate the privacy rights, publicity rights, copyright rights, or other rights of any person, (c) by providing Your Content, You do not violate any confidentiality obligations You might have towards a third party, including Your current or former employer, (d) any information You provide through the use of the Services is correct, and (e) any information You provide as it relates to Your Account, including Your current or past status as an employee of a certain employer, is correct and complete. PLEASE MAKE SURE THAT YOU ONLY PROVIDE INFORMATION TO THE SERVICES THAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. PLEASE DO NOT PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS, INCLUDING BY CONTRACT OR LAW; PLEASE NOTE THAT ANY INFORMATION YOU PROVIDE MAY BE ACCESSIBLE BY EVERY USER OF THE SERVICES.
6.4 Lawful Use. You will use the Services in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Services are for the personal, non-commercial use of Users only. Commercial advertisements affiliate links, and other forms of solicitation may be removed from Your Content without notice and may result in suspension or termination of Your Account.
6.5 No Disruption. You will not: (i) cover or obscure any banner advertisements on the Services, or any Qwalify page via HTML/CSS, scripting, or any other means, (ii) interfere with, disrupt, or create an undue burden on the Services, the networks or services connected to the Services or take any action that imposes an unreasonable or disproportionately large load on the infrastructure used to run and maintain the Site; (iii) bypass any measures used to prevent or restrict access to the Site and/or Services; (iv) introduce software or automated agents to the Services, or access the Service so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Site and/or Services; or (v) interfere with, disrupt, or modify any data or functionality of the Site and/or Services.
6.6 Linking to the Site. Except as expressly agreed to in writing by Qwalify, any linking to the Site from another website is strictly prohibited. You agree that You will not use, or permit anyone else to use, any robot, scraper, spider or other automated devices or means to access or use the Site for any purpose without the prior express written consent of Qwalify.
6.7 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
6.8 Miscellaneous. You will not attempt to impersonate another User or person, including any of Our employees. You will use the Services in a manner consistent with any and all applicable laws and regulations.
7.1 Your Grant. We do not claim ownership in any Content that You upload, provide, make available, or otherwise transfer ("post") on the Services, but to be able to legally provide Our Users with the Services, We have to have certain rights to use such Content in connection with the Services, as set forth below. In accordance, You hereby grant to Qwalify a worldwide, perpetual, non-exclusive, transferable, assignable, sub-licensable (through multiple tiers), fully-paid up and royalty-free license to copy, reproduce, display, edit, modify, adapt, perform, distribute, transmit and otherwise use all such Content (in whole or in part, including images and creative content), including but not limited to all copyright and all other intellectual property rights in such Content now or in the future, in all contexts, formats and media (“IP License”). In addition, You waive all moral rights You have in the Content to the fullest extent permitted by law. This IP License terminates when You delete such Content or Your Account. Qwalify retains the right to keep a copy of the Content for research purposes and for the purpose of improving the Services as per section 2.3. In return, We hereby grant You certain use rights as set forth in Section 4.4 to the Content that We (or Our licensors) own and use to provide the Services to You and other Users. No compensation will be paid with respect to the Content that You post through the Services, unless otherwise explicitly stated. You should only post Content to the Services that You are comfortable sharing with others under the terms and conditions set forth herein.
7.2 Use of Your Content. Content that is provided to Qwalify through the use of account creation, assessment responses, document uploading and any other means of User Account building is owned by the User. Qwalify does not own this Content and simply holds license to use and access the Content, in accordance with Sections 2.3 and 5.1 above, for the purposes of providing the Services. Pursuant to Section 2.3 above, Qwalify retains the right to gather Aggregate Information and You understand and agree that, in addition to the rights set out in Section 2.3 above, Qwalify retains the right to share or sell Aggregate Information with: (i) Our participating employers and partners; and (ii) other third parties for the purpose of enhancing their understanding of how Qwalify is being used by visitors so they may take steps to improve Your experiences on both Our site and their site.
7.3 Third Party Content. Content from other Users, advertisers, and other third parties is made available to You through the Services. Because We do not control such Content, (a) You agree that We are not responsible for any such Content, including advertising and information about third party products or service, employer or job-seeker-related information provided by other Users through their assessment reports, including the values, personality and communication assessments, and (b) We make no guarantees about the accuracy, currency, suitability, or quality of the information in such Content, and We assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, advertisers, and third parties.
7.4 Responsibility. Your interactions with other Users on the Services or with advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and the other User or advertiser. You agree that We are not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's use or disclosure of information about You that You have provided to publicly available sections of the Services. If there is a dispute between You and any third party (including any User), We are under no obligation to become involved; however, We reserve the right, but have no obligation, to monitor disputes between You and other Users.
7.5 Qwalify User Interaction. You will not use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent. In order to protect Our Users from such advertising or solicitation, We reserve the right to restrict the number of communications which a User may send to other Users and the sharing of any Content in any period to a number and amount which We deem appropriate in Our sole discretion.
The Services may contain links to third-party websites ("Third-Party Websites") (a) placed by Us as a service to those interested in this information; or (b) posted by other Users. You use all such links to Third Party Websites at Your own risk. We do not monitor or have any control over, and make no claim or representation regarding Third Party Websites. To the extent We provide such links, they are provided only as a convenience, and such link to a Third Party Website does not imply Our endorsement, adoption or sponsorship of, or affiliation with, such Third Party Website. When You leave the Site, Our terms and policies no longer govern. Any transactions that take place between You and a Third Party are directly with such third party, and Qwalify will not be held responsible for any loss or damage You may incur as a consequence thereof.
8.1 Transfer of User Information from Third Party Websites. Qwalify allows Users to import certain Account Information and Content from certain Third Party Websites, such as Facebook. This is a secure service, provided only upon express consent from the User. This service allows Users to conveniently populate their Account with information that the User has already created on Third Party Websites. Any such information that Qwalify imports to the Site on behalf of a User will be governed by the terms of this Agreement, including Sections 2.3 and 7.
8.2 Transfer of User Information to Third Party Websites. Qwalify may work with Third Party Websites, and in doing so, give Users the ability to export Account Information to those Third Party Websites. This service will only be provided upon express consent from the User. Once a copy of the information is transferred to a Third Party Website, the terms of this Agreement do not govern the use of the Third Party Website operator’s copy. However, all of the original information that is retained on the Site remains governed by this Agreement. For the avoidance of doubt, Qwalify does not endorse Third Party Websites even if such sites provide functionality for allowing Users to cross-populate Account Information.
All prices are stated in U.S. dollars and are valid until altered by Qwalify. By subscribing for the Service (which includes purchasing Qwalify Plans and Add Ons – see section 7.1 and 7.2), You agree to pay the fees identified at the time You subscribe. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) the number of Add Ons purchased cannot be decreased during the relevant subscription term stated on the Order Form. Qwalify reserves the right at any time to change the fees or structure for the Service. Qwalify does not guarantee any results in the use of the Services.
9.1 Qwalify Plans. User subscription fees are based on monthly or annual periods that begin on the subscription start date and each monthly or yearly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged starting that day and the monthly periods remaining in the subscription term. Annual subscriptions are charged monthly over twelve (12) months, and Users will not be charged again until the anniversary thereof to commence another subscription term. All unused Services as part of the subscription will expire with the end of the subscription term.
9.2 Qwalify Add Ons. Add Ons may be purchased at any time at the rate under Your plan and will expire 1 year from the date of purchase. Add Ons are nonrefundable and nontransferable.
9.3 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 4.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Qwalify may obtain a pre-approval from the credit card company for amounts payable to Qwalify by You. You are responsible for the payment of all applicable taxes eligible on the Service in Your jurisdiction. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
9.4 Recurring Payments. Where You purchase Services on a subscription basis (ex: annual payment for the Accelerate Plan), You acknowledge and agree that this is a recurring payment and payments shall be made to Qwalify by the method You have chosen at the recurring interval set by Qwalify, at the amount specified, until the subscription for that Service is terminated by You or by Qwalify. In the event Your subscription began on a day not contained in a given month or year, We will bill Your credit card on the last day of such month or year (ex: February 28).
9.5 Upgrading/Downgrading Plans. You can upgrade and downgrade Your plan at any time. Your account will be charged for only Your current commitment. Downgrading Your plan in the middle of Your billing cycle will be subject to a new subscription term effective at the end of the billing cycle. Should You elect to upgrade Your subscription, the commencement date for Your next renewal period will be reset and You will be billed for the first month or year of the upgraded level of service. For example, if you begin Your annual Ignite Plan on January 1st, 2012, Your next subscription would begin on January 1st, 2013. On March 1st, 2012, You upgrade Your plan to the Accelerate Plan and pay the new amount associated with the upgraded plan You have selected. Your next payment would then be due on April 1st, 2012, and Your next subscription would begin on a March 1st, 2013.
9.6 Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 9.3 (Invoicing and Payment).
9.7 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue before suspending services to You.
9.8 Payment Disputes. We shall not exercise Our rights under Section 9.6 (Overdue Charges) or 9.7 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
9.9 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
9.10 Refund Policy. Purchases on Qwalify, including both Account subscription and Add On purchases, are non-refundable.
At Qwalify’s sole discretion, notices by Qwalify to You regarding matters pertaining to this Agreement and/or the performance of this Agreement may be given by means of posting on the Site and/or via email to You and/or on your account home page and/or account inbox.
It is Our policy to terminate subscription privileges of any User who repeatedly infringes copyright upon prompt notification to Us by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing,
if you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following Notice of Alleged Infringement and delivering it to Qwalify’s Designated Copyright Agent. Upon receipt of Notice as described below, Qwalify will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.
Deliver this Notice, with all items completed, to Qwalify’s Designated Copyright Agent at:
Attn: Copyright Agent
295 Hagey Boulevard
1st Floor, West Entrance
Waterloo, ON N2L 6R5
We are not responsible for any incorrect or inaccurate Content (including any information in profiles) posted on the Services, whether caused by Users or by any of the equipment or programming associated with or utilized in the Services. We do not screen or censor User postings or transmissions. We are not responsible for the conduct, whether online or offline, of any User of the Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other Users. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or at the Site or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall We be responsible for any loss or damage, including personal injury or death, resulting from use of the Services or from any Content posted on the Site or transmitted to Users, or any interactions between Users of the Services, whether online or offline.
THE USE OF THE SERVICES IS AT YOUR OWN RISK. QWALIFY ASSUMES NO RESPONSIBILITY PERTAINING TO THE QWALIFY CONTENT OR USE OF THE SERVICES.
THE QWALIFY CONTENT AND SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE WITH NO WARRANTIES OR CONDITIONS WHATSOEVER. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. UNDER NO CIRCUMSTANCES SHALL QWALIFY BE LIABLE FOR ANY UNAUTHORIZED USE OF THE QWALIFY CONTENT AND/OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL QWALIFY BE LIABLE TO YOU OR ANY PERSON: (A) ON ACCOUNT OF YOUR OR THAT PERSON’S USE OR MISUSE OF OR RELIANCE ON THE QWALIFY CONTENT OR OTHER MATERIALS ACCESSIBLE ON OR VIA THE SERVICES; OR (B) FOR ANY LOSS OR DAMAGE SUFFERED AS A RESULT OR IN CONNECTION WITH THE FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, MODIFICATION, AMENDMENT OR WITHDRAWAL OF THE SERVICES.
QWALIFY WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF CONFIDENTIAL, PERSONAL OR PROPRIETARY INFORMATION THAT YOU MAKE OR THAT YOU EXPRESSLY OR IMPLICITLY AUTHORIZE QWALIFY TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION.
THE LIMITATIONS SPECIFIED ABOVE SHALL APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE CLAIM, EVEN IF SUCH CLAIM IS BASED ON BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, AND SHALL SURVIVE A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR THIS AGREEMENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 (PAYMENT).
14.1 Amendments. We reserve the right, in Our sole discretion, to change, modify or otherwise alter this Agreement from time to time, for any reason. If We make material changes to the Agreement, We will notify You by sending an e-mail to Your e-mail address, as specified in Your Account and/or by posting a notification on the Site. You agree that such amended Agreement will be effective fourteen (14) days after being sent to You, and Your continued use of the Services after that time shall constitute Your acceptance of the amended Agreement. All other terms of this Agreement will continue in effect. If You do not agree to be bound by (or cannot comply with) the Agreement as amended, Your only remedy is to cancel Your Account and to cease using the Services.
14.2 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, shortage of materials, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems (other than those involving Our employees), failures of common carriers (including Internet service providers), denial of service attacks, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
14.3 Survival. The provisions under Sections 2, 3, 4, 6, 7, 8, 9, 10, 12 and 13 will survive expiration or termination of this Agreement for any reason.
14.4 Indemnity. By using the Services, You agree to defend, indemnify, and hold Us, Our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any actions, losses, liabilities, claims, demands, and expenses whatsoever including legal and other fees and disbursements, sustained, incurred or paid by any of them in respect of: (i)the content You provide; and (ii) Your use or misuse of the Site and/or Services, including without limitation infringement claims and any breach of this Agreement. Qwalify reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by You, in which event You will fully cooperate with Qwalify in asserting any available defenses.
14.5 Governing Law and Arbitration. This Agreement shall be governed by the laws of the Province of Ontario, Canada without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts located in Ontario, Canada. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, We may seek injunctive or other equitable relief to protect Our intellectual property rights in any court of competent jurisdiction.
14.6 Violations of this Agreement. Should You violate these terms and conditions or any other rights of Qwalify, Qwalify reserves the right to pursue any and all legal and equitable remedies against You, including, without limitation, restricting, suspending or terminating Your access to all or any part of the Site and/or Services.
14.7 Other. This Agreement constitutes the entire agreement between You and Us regarding the use of the Services.
We may assign this Agreement, in whole, or in part, at any time, with or without notice to You. You may not assign Your rights or delegate Your duties under this Agreement, either in whole or in part, without Our prior written consent.
You agree to waive any right You may have to a trial by jury, or commence or participate in any class action against Us related to the Site, the Services or the Agreement.
This Agreement will ensure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.
This Agreement was written in English (US). To the extent any translated version of this Agreement conflicts with the English version, the English version governs.
No provision of this Agreement will be interpreted against any party merely because that party or its legal representative drafted the provision.
Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
The section titles in this Agreement are for convenience only and have no legal or contractual effect: as used in the Agreement, the word "including" means "including but not limited to."
Please contact Us with any questions regarding this Agreement by e-mailing Us at: thecounsel@Qwalify.com.
14.8 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. If a court of competent jurisdiction deems any provision of this Agreement unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
14.9 Copyright/Trademark Information. Copyright 2011, Qwalify, Inc. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Services are Our property or the property of other third parties. You are not permitted to use these Marks without Our prior written consent or the consent of such third party which may own the Mark.
14.10 Marketing. By using the Services, you authorize Qwalify to use and publish your name and logo in its customer lists, lists of referrals for other customers (or potential customers), and in other promotional information, including, but not limited to press releases, brochures, reports, letters, white papers, and electronic media such as e-mail or Web pages.
This Terms and Conditions of Use Agreement was last updated September 14, 2012.
YOUR ACCOUNT INFORMATION MAY BE PROCESSED IN THE COUNTRY WHERE IT WAS COLLECTED AS WELL AS OTHER COUNTRIES (INCLUDING CANADA) WHERE LAWS REGARDING PROCESSING OF ACCOUNT INFORMATION MAY BE LESS STRINGENT THAN THE LAWS IN YOUR COUNTRY AND BY USING THE SERVICES OR SUBMITTING ACCOUNT INFORMATION THROUGH THE SERVICES, YOU ARE EXPRESSLY CONSENTING TO SUCH PROCESSING.
We collect the following Personal Information that You submit to Us voluntarily:
Qwalify will also collect demographic information about You (age, race etc.) if voluntarily provided. Qwalify is committed to providing equal opportunities for all. By submitting Your sensitive Personal Information (e.g. ethnic background) to Us, You agree that We may use such Information for Our own internal purposes, including, but not limited to processing Your registration, providing Services to You, and for research purposes. Our research will ensure that Our psychometric instruments are fair and objective in the assessment of candidates and prevent unfair discrimination. When used for research purposes, the information is used on an anonymous and aggregated basis. You can opt not to provide this information to Us, which will not affect in any way the assessment You are about to take.
We further hereby reserve the right to disclose Information where such disclosure is required by law, considered necessary to prevent or investigate an apparent breach of law, and/or in any other instance where the applicable privacy or other legislation permits such disclosure.
As You use the Services, certain information may also be collected passively, including Your Internet protocol (IP) address and the browser that You use to visit the Site. Qwalify also stores a small text file called a "Cookie" on Your computer to store Your login information (if any) and Your personal preferences for the Services. Qwalify may use both session Cookies (which expire once You close Your web browser) and persistent Cookies (which stay on Your computer until You delete them). While You will still be able to use the Services if You disable Cookies in Your browser, certain parts of the Services may not function as effectively.
Since the foregoing information may be collected when You are signed into the Services, this information may be associated by Us with Personal Information that We have collected from You.
We may receive Information about You from outside the Site, such as telephone, fax, mail, or from third-parties that provide services for Us that are related to the Services. We may add this to the Information We have already collected from You via the Services.
Qwalify may support the User’s ability to import and/or export Information to Third-Party Websites. Such services would only be provided upon the User’s express consent. Any copies of Information that are imported from a Third-Party Website on Your request will be governed by this Agreement. Copies of Information that are exported to Third-Party Websites will not be governed by this Agreement; only the original Information that is retained on the Site remains governed by these Terms
Uses of Your Information
We use the information You provide to:
In general, information (including Personal Information) You submit to Us, or to third parties that support Us in information collection, is used by Us to provide You and others with the Services, to respond to requests that You make, to improve Our Services and to better tailor the features, performance and support of the Services.
With Your consent, We may provide Your Personal Information to third party service providers and suppliers who work on behalf of or with Us to provide You with some of the services and features of the Services and to help Us communicate with Our Users (including in connection with payments). We may also disclose Personal Information to carefully selected third-parties whose products or services We believe may be of interest to You.
Employers may be able to see Your Personal Information if You give them permission to do so. Group level data may also be displayed to manager but that manager can also compare individuals to their group.
Your Information Choices
Our Services are not directed to persons under 13. We do not knowingly or intentionally collect or maintain personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided Us with Personal Information without their consent, he or she should contact Us at firstname.lastname@example.org. If We become aware that a child under 13 has provided Us with Personal Information, We will take steps to delete such information from Our files.
Qwalify has put in place commercially reasonable and appropriate physical, electronic, and managerial procedures to safeguard and secure the information We collect online, both during transmission and once we receive it. However, no company, including Qwalify, can 100% eliminate security risks associated with Personal Information.